THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR IN ANY OTHER JURISDICTION IN WHICH AN OFFER UNDER THE LAWS AND REGULATIONS OF SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS WHO ARE NOT RESIDENT IN SWEDEN AND WHO WISH TO ACCEPT THE OFFER MUST MAKE FURTHER ENQUIRIES REGARDING APPLICABLE LAWS AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS ARE REFERRED TO THE OFFER RESTRICTIONS SET OUT IN THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE AND IN THE COMBINED PROSPECTUS AND OFFER DOCUMENT.

On 21 May 2025, Cavotec Group AB (“CGAB”), a wholly owned Swedish subsidiary of Cavotec SA (“CSA”), announced an offer to acquire all shares in CSA in exchange for one (1) ordinary share in CGAB per CSA share, for the purpose of implementing a change of domicile from Switzerland to Sweden (the “Offer”).

CGAB has drawn up a combined prospectus and offer document by reason of the Offer and the subsequent listing of CGAB on Nasdaq Stockholm (the “Offer Document”). The Offer Document has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”) and made public today. Pursuant to an exemption from the SFSA, the Offer Document has only been prepared in English, with a Swedish translation of the summary.

CGAB has also prepared an information brochure regarding the Offer and the redomiciliation, which was made public today. The information brochure is available in both English and Swedish.

The Offer Document, information brochure and acceptance form are available on Cavotec’s website, https://ir.cavotec.com/exchange-offer. The Offer Document is also available on SEB's website, www.sebgroup.com/prospectuses, and will shortly be published on the SFSA’s website, https://www.fi.se/sv/vara-register/prospektregistret/.

The acceptance period for the Offer commences on 28 May 2025 and expires on 26 June 2025 at 17:00 CEST. Settlement is expected to be initiated on or around 9 July 2025.

CGAB reserves the right to extend the acceptance period, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by CGAB by means of a press release in accordance with applicable rules and regulations.

Information about the Offer is available at https://ir.cavotec.com/exchange-offer. 

Important information

This press release does not constitute an offer, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction where such distribution requires additional prospectus, registration, or other actions beyond those required by Swedish or Swiss law, is prohibited, or otherwise violates applicable rules in such jurisdiction or cannot be done except under an exemption from such action (each, a "Restricted Jurisdiction"). The release, publication or distribution of this press release in or into jurisdictions other than Sweden or Switzerland may be restricted by law and persons subject to the laws or regulations of jurisdictions other than Sweden or Switzerland should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons not resident in Sweden or Switzerland to accept the Offer may be affected by the laws and regulations of the relevant jurisdiction in which they are located. Failure to comply with applicable restrictions may constitute a violation of the securities laws and regulations of such jurisdiction. To the extent permitted by applicable law and regulation, the companies and persons involved in the Offer disclaim any responsibility or liability for any breach of such restriction by each person.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.

The Offer Document has been approved by and registered with the SFSA, which is the competent authority in accordance with the Prospectus Regulation, in respect of the sections therein that refer to a prospectus, and pursuant to the provisions of Chapter 2 a of the Swedish Financial Instruments Trading Act (1991:980), in respect of the sections therein that refer to an offer document. The approval by and registration with the SFSA does not imply that the SFSA guarantees that the factual information provided therein is correct or complete. The SFSA only approves that the Offer Document meets the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as any endorsement, neither of CGAB nor of the quality of the securities that are the subject of the Offer Document, and investors should make their own assessment as to the suitability of investing in the securities.

This press release has been prepared in order to comply with Swedish law, the Swedish Takeover Rules and the Swedish Securities Council's statements regarding the interpretation and application of the Swedish Takeover Rules and the information published may not be the same as that published if this press release had been prepared in accordance with the laws and regulations of jurisdictions other than Sweden.

The Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of that jurisdiction and no person may accept the Offer by any means of communication (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) used in interstate or foreign commerce by any facility of a national, state or other securities exchange or trading centre in any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of that jurisdiction and the Offer may not be accepted by any such means or by any such means of communication. Accordingly, copies of this press release or other formal documentation relating to the Offer will not be, and must not be, directly or indirectly, sent or otherwise distributed or forwarded in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of that jurisdiction and persons receiving such documentation (including custodians, agents and trustees) must not send or otherwise disseminate or forward it in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of that jurisdiction.

The availability of the Offer to shareholders of Cavotec may be affected by the laws and regulations of the respective relevant jurisdictions in which they are located or of which they are citizens. Persons who are not residents or citizens of Sweden or Switzerland should inform themselves about and comply with applicable legal or regulatory requirements in their jurisdiction.

The Offer and the information and documentation made available through this press release have not been prepared by, and have not been approved by, an "authorised person" within the meaning of regulation 21 of the UK Financial Services and Markets Act 2000 ("FSMA"). Accordingly, the information and documents made available through this press release may not be distributed in, or forwarded to, the public in the United Kingdom unless an exemption applies. Dissemination of information and documents made available through this press release is exempt from the financial promotion restrictions of Regulation 21 FSMA on the basis that it is an announcement by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of the body corporate's business; or to acquire 50 per cent or more of the voting shares of a body corporate, in accordance with Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

No shares or other securities issued by CSA or CGAB have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state of the United States, and may not be offered, sold, or otherwise transferred, directly or indirectly, in or to the United States, absent registration or an exemption from the registration requirements of the Securities Act. Any purported acceptance of the Offer resulting directly or indirectly from a violation of the restrictions in any jurisdiction may be disregarded.

The press release has been prepared in Swedish and English. In the event of any discrepancies, the Swedish version shall take precedence.

Forward-looking information

This press release contains forward-looking statements that reflect Cavotec’s intentions, beliefs, or current expectations about and targets for Cavotec’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Cavotec operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Cavotec believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Cavotec does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither Cavotec nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq Stockholm’s rule book for issuers.